Illinois § 14.25

§ 14.25.

Report following merger or cancellation of shares/reduction in paid-in capital. (a) Each domestic corporation and each foreign corporation authorized to transact business in this State that is a party to a statutory merger and is the surviving corporation, or that effects the cancellation of its shares, or that effects a reduction in its paid-in capital in connection with the cancellation of its shares, as permitted by this Act, and does not report that event to the Secretary of State by any other report required by this Act to be filed; and each domestic corporation that is the new corporation in a consolidation, shall execute and file, in accordance with Section 1.10 of this Act, a report setting forth: (1) The name of the corporation and the state or country under the laws of which it is organized. (2) A statement of the event. (3) A statement of the aggregate number of issued shares of the corporation as last reported to the Secretary of State in any document required to be filed by this Act, other than an annual report, itemized by classes and series, if any, within a class. (4) A statement of the aggregate number of issued shares of the corporation after giving effect to the change, itemized by classes, and series, if any, within a class. (5) A statement, expressed in dollars, of the amount of paid-in capital of the corporation as last reported to the Secretary of State in any document required to be filed by this Act, other than an annual report, interim annual report or final transition annual report. (6) A statement, expressed in dollars, of the amount of paid-in capital of the corporation after giving effect to the change. (7) In case of a statutory merger, an estimate, expressed in dollars, of the value of all property to be owned by it for the following year, wherever located, and an estimate of the value of the property to be located within this State during that year, and an estimate, expressed in dollars, of the gross amount of business which will be transacted by it during that year and an estimate of the gross amount thereof which will be transacted by it at or from places of business in this State during that year. (b) In the case of a statutory merger, consolidation, cancellation of shares, or reduction in paid-in capital that occurs either prior to January 1, 1991 or on or prior to the last day of the third month immediately preceding the corporation's anniversary month in 1991, the report shall be filed within 60 days after that event. In the case of a cancellation of shares or reduction in paid-in capital that occurs after both December 31, 1990 and the last day of the third month immediately preceding the corporation's anniversary month in 1991, the event shall be reported under Section 14.30 at the time required by that Section and not under this Section In the case of a statutory merger or consolidation that occurs after both December 31, 1990 and the last day of the third month immediately preceding the corporation's anniversary month in 1991, the event shall be reported under Section 14.35 at the time required by that Section and not under this Section. (c) The report shall be made on forms prescribed and furnished by the Secretary of State. (d) Until the report shall have been filed in the office of the Secretary of State, the basis of the annual franchise tax payable by the corporation shall not be reduced; provided, however, in no event shall the annual franchise tax for any taxable year be reduced if the report is not filed prior to the first day of the anniversary month or the extended filing month of the corporation of that taxable year and before payment of its annual franchise tax. (Source: P.A. 86-985; 86-1217.)